Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in
Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference
Item 5.03 Amendments to Article of Incorporation or Bylaws.
On August 31, 2020, Apex Global Brands Inc. (the "Company") filed a Certificate
of Amendment to its Amended and Restated Certificate of Incorporation (the
"Certificate of Amendment") with the Secretary of State of Delaware to effect a
one-for-ten (1:10) reverse split of the Company's outstanding common stock, par
value $0.02 per share (the "Reverse Stock Split") with a delayed effective date
of September 2, 2020. The Reverse Stock Split reduces the number of the
Company's outstanding shares of common stock from approximately 5.6 million
shares to approximately 0.6 million shares. The par value and the number of
authorized shares of common stock will not be affected by the Reverse Stock
Split. No fractional shares of common stock will be issued in connection with
the Reverse Stock Split. Instead, the Company will pay cash to any stockholder
who would be entitled to fractional shares as a result of the Reverse Stock
Split equal to such fraction multiplied by the most recent closing price per
share of the common stock as reported on the Nasdaq Capital Market as of the
Effective Time, as adjusted to reflect the Reverse Stock Split. The Reverse
Stock Split will become effective at 12:01 a.m. Eastern time on September 2,
2020 and the common stock will begin trading on The Nasdaq Capital Market on a
split-adjusted basis at market open on September 2, 2020. In connection with the
Reverse Stock Split, the CUSIP number for the common stock has been changed to
03755M300.
A copy of the Certificate of Amendment is attached as Exhibit 3.1 to this
Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 31, 2020, we held a special meeting of stockholders (the "Special
Meeting"). As of July 30, 2020, the record date for the Special Meeting, there
were 5,629,078 shares of our common stock issued and outstanding and entitled to
vote on the proposals presented at the Special Meeting. A total of 4,123,543
shares of our common stock, which constituted a quorum, were present in person
or represented by proxy at the Special Meeting. Set forth below are the final
voting results for each of the proposals submitted to our stockholders for
approval at the Special Meeting.
Proposal 1. Our stockholders approved an amendment to our Restated Certificate
of Incorporation to increase the number of authorized shares of our common stock
from 10,000,000 to 25,000,000 shares. The results of the voting on Proposal 1
were as follows:
Votes For Votes Against Votes Abstained
3,686,887 433,785 2,871
Proposal 2. Our stockholders approved an amendment to our Restated Certificate
of Incorporation to effect, if and when and at such ratio as may be determined
by our Board of Directors, a reverse split of our authorized common stock and
issued and outstanding common stock at any time on or before December 31, 2020
at a ratio between one-for-five and one-for-fifteen. The results of the voting
on Proposal 2 were as follows:
Votes For Votes Against Votes Abstained
3,755,934 362,082 5,527
2
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
NumberDescription
3.1 Certificate of Amendment to Amended and Restated Certificate of
Incorporation of Apex Global Brands Inc. dated August 31, 2020.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in
Exhibit 101)© Edgar Online, source Glimpses
APEX GLOBAL BRANDS INC. 
